Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - BANNER CORP | banner-markg_ea.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): April 29, 2010
Banner
Corporation
(Exact
name of registrant as specified in its charter)
|
Washington
|
0-26584
|
91-1691604
|
| (State or other jurisdiction | (Commission File | (I.R.S. Employer |
| of incorporation) | Number) | Identification No.) |
10
S. First Avenue
Walla
Walla, Washington 99362
(Address
of principal executive offices and zip code)
(509)
527-3636
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(c)(3)
Appointment of Certain Officers – Description of Material Contract
On April
29, 2010, Banner Corporation (the “Company”) and its financial institution
subsidiary, Banner Bank (“Bank”), entered into an employment agreement with Mark
J. Grescovich, who was appointed President of the Company and the Bank, and as a
director of the Bank effective April 6, 2010 as previously
reported. The material terms of this agreement are summarized below
and a copy of the agreement is furnished as Exhibit 10.1 hereto and is
incorporated herein by reference.
Under the
employment agreement, the aggregate base salary level for Mr. Grescovich is
$600,000, which may be increased at the discretion of the Board of Directors or
an authorized committee of the Board. The agreement provides for an initial
three-year term commencing on April 29, 2010, provided the agreement has not
been terminated earlier by either party. On each anniversary
beginning on April 29, 2011, the term of the agreement will be extended for an
additional year unless notice is given by the Board to Mr. Grescovich, or vice
versa, at least 90 days prior to the end of the then three year term, and prior
to the end of the then current three-year term, the Board of Directors, or a
designated committee of the Board, reviews and approves the extension of the
agreement. The agreement provides that Mr. Grescovich shall be
appointed by the Board of Directors as Chief Executive Officer of the Company
and the Bank by no later than November 22, 2010 if the Board of Directors
determines it is satisfied with Mr. Grescovich’s performance for the Company and
the Bank.
The
employment agreement also provides that Mr. Grescovich shall receive a grant of
the Company’s common stock in the form of restricted stock on the sixth and
eighteenth month anniversaries of his employment. The aggregate value
of each restricted stock grant will be $250,000. One third of
each restricted stock grant will vest on each of the next three anniversaries
following the grant, unless there is an earlier change in control while Mr.
Grescovich is actively employed, in which case all of the restricted stock will
vest. The shares may not be sold while Mr. Grescovich is employed by
the Company and the Bank and that such grant shall be subject to the TARP
Requirements during the TARP Period, as those terms are defined in the
agreement. Among other benefits Mr. Grescovich will receive that are
commensurate with his position at the Company and the Bank, Mr. Grescovich also
is entitled to participate, to the same extent as executive officers of the
Company and the Bank generally, in all plans of the Company and the Bank
relating to pension, retirement, thrift, profit-sharing, savings, group or other
life insurance, hospitalization, medical and dental coverage, travel and
accident insurance, education, cash bonuses, and other retirement or employee
benefits or combinations thereof. In addition, he also is entitled to
be considered for benefits under all of the stock and stock option related plans
in which the Company and the Bank's executive officers are eligible or become
eligible to participate. Bonuses, equity related compensation, and
incentive compensation otherwise payable to Mr. Grescovich will be subject to
the applicable TARP Requirements during the TARP.
2
The
agreement may be terminated by Mr. Grescovich if he is assigned duties
inconsistent with his initial position, duties and responsibilities, or upon the
occurrence of certain events. If Mr. Grescovich's employment is
terminated without cause or upon his voluntary termination following the
occurrence of an event described in the preceding sentence, the Company and the
Bank would be required to continue to pay Mr. Grescovich's salary for an
additional 12 months, and to continue the health, life and disability programs
of the Bank for the remaining term of the Agreement. However,
the ability of the Company and the Bank to honor the terms of the Agreement upon
an involuntary termination may be limited by the TARP Requirements during the
TARP Period.
The
employment agreement also provides for a severance payment and other benefits if
Mr. Grescovich is involuntarily terminated within 12 months following a change
in control of the Company. The value of the severance benefit under
Mr. Grescovich' employment agreement is one times the value of his annual Salary
in effect upon his termination of employment, and continued coverage under the
health, life and disability programs of the Bank for the remaining term of the
agreement following the change in control. This severance
payment also is subject to the TARP Requirements during the TARP Period, as well
as the golden parachute payment restrictions of Section 280G of the Internal
Revenue Code and other regulatory provisions.
The
agreement also includes a noncompetition provision that restricts Mr.
Grescovich, for a period of one year from the termination of the agreement, from
serving as a director, officer or employee of or consultant to any bank, savings
and loan association, credit union or similar thrift, savings bank or
institution or holding company of any such entity in any county in
which the Company, the Bank or any other affiliate of the Company operates a
full service branch office on the Date of Termination (as defined in the
agreement) of the agreement.
The
foregoing description of the employment agreements does not purport to be
complete and is qualified in its entirety by reference to the form of employment
agreement, a copy of which is furnished as Exhibit 10.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
The
following exhibit is being furnished herewith and this list shall constitute the
exhibit index:
10.1 Form
of Employment Agreement between Banner Corporation, Banner Bank and Mark J.
Grescovich
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| BANNER CORPORATION | |
| Date: April 30, 2010 | By: /s/D. Michael Jones |
| D. Michael Jones | |
| Chief Executive Officer |
|
4
|